Ultimate Scarlet Spider
by Spidey108
Summary: Victor died trying to protect his sister and somehow he becomes the Scarlet Spider of the Ultimate Comics to stop an event that may cause Spiderverse to happen earlier that would kill many other Spiders. With the deal of being able to go back home once he is done, he is going to try and survive this new world. Will he do so or will he die again? Rated T for violence and language.
1. Chapter 1: Rebirth

_**Chapter 01: Rebirth**_

What would you do if you were dying?

Not much, am I right?

It's the worst feeling in the world feeling yourself growing colder as everything you see is turning dark.

At least the pain stops... The only good thing about dying.

I guess I'm confusing you.

You see my name is Victor Shepard.

... Please no Mass Effect jokes, I get that a lot in school.

Or I used to.

... Well anyways like I said, I died and now you're wondering how this story is here if I died?

Well that's the tricky part for you see.

When I was on my deathbed, I was offered a choice.

I could either die and rest in peace, or I can go to another world to do some crazy shit that makes how I died seem tame.

And here's the kicker, if I refused, something from the world I would be going to would've appeared in my world and destroyed it.

... Some choice am I right?

So do you get it? No?

Fine I'll start off on the day I died.

Here is my story.

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A black haired sixteen year old teenager with blue eyes wearing an unzipped black jacket that showed a white undershirt underneath and blue jeans, was smiling as he was reading some comic books in his bedroom.

The comic in question was Miles Morales: Ultimate Spider-Man.

He was a big superhero fan and while he originally hated how they had the Ultimate Universe go through the big change starting with Ultimatum and the death of Spider-Man, he has to admit, they did some good characters with the new ones.

So he was giving the new series a chance.

"Vic?" Someone was knocking on his door. "Come on bro, open up!"

Chuckling to himself, Victor opened the door to show a nine year old girl with black hair. "What do you need, Emily?" He asked his little sister.

"Mom and Dad are busy and I'm bored." Emily Shepard complained as Victor messed with her hair. "Quit it!"

"But it's so fun messing with it." Victor joked with a smile as he placed his comic on the dresser. "Alright, what do you want to do?"

He always gave time to his sister if she needed anything.

After all, family comes first, no matter what.

"Can we go to the park?" Emily asked with a smile and Victor pretended to think about it.

"Sure." Victor said grabbing the keys to the car. "It'll be fun."

As they left their home and got into the car, they didn't notice that someone was watching them.

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The drive from his home to the park was a short one considering they lived in a small neighborhood and pretty soon, Victor was pushing his sister as she sat on the swing.

As she was laughing, Victor gave a smile before he frowned.

He only had two years of school left and he didn't know what he wanted to do with his life.

Maybe be a comic book writer?

It would be fun to write his own comics, especially since he loves to read them.

Their parents were Military Parents which was why they moved a lot and why he and Emily barely had any friends.

That was one of the reasons he hung out with Emily whenever she wanted to.

But he remembered them saying something about signing him up for Military School and he winced.

He didn't want to be in the Military.

But he needed to decide on something.

"Vic?" Victor blinked before seeing Emily looking at him in concern. "Are you alright?"

That was when Victor realized that he stopped pushing her in his thoughts before he faked a smile. "I'm fine, sis." He said, not wanting to worry her anymore.

"I hate it when you fake your smiles." Emily complained and Victor's smile dropped off his face.

Only she could call him out on that.

"Hey how about a game of Tag?" Victor changed the conversation and Emily's face brightened up telling him it worked.

"Alright, you're it!" Emily ran off giggling.

Victor gave a sigh of relief that it worked before giving her a ten second head start as he ran after her.

Her giggling made it easy for him to track her, but his heart stopped when the giggling changed to a scream of terror.

"**EMILY!**" Victor ran as fast as he could before coming to see someone grabbed her.

Everything about the man screamed Pedophile and he ran at him without thinking.

"Let my sister go you sick son of a bitch!" Victor shouted tackling the man.

Thankfully his shout as well as Emily's scream drew a crowd and someone was calling the police while some people went to help apprehend the guy before he drew a gun.

It happened too quickly for Victor to register as two shots were fired before someone tackled him and while at first he thought that they missed, he felt a sharp sting in his stomach and looked down to see his shirt being covered in blood as he fell to the ground.

"**VICTOR!**" Emily shouted at seeing that as she tried to press on the bleeding, their parents made sure that both of them knew first aid. "**HELP!**"

Someone came to help as Victor's vision was going dark and the last thing he heard was his sister screaming his name.

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Victor kept his eyes closed as he felt cold.

Nothing but cold.

"So this is how it is?" He whispered hearing a small echo. "I die before I live my life?"

"Only if you will it to be." A voice spoke up causing Victor to open his eyes.

"... God?" Victor asked looking up at impenetrable darkness. "Is that you?"

A low chuckle answered him. "You flatter me, but no I am not God."

Now curious, Victor stood up, expecting to feel pain only to see no blood on his white shirt before he looked around not seeing anything but himself in this dark place. "Then who are you?" Victor asked trying to find who was speaking. "I am dead... Right?"

"You might be." The voice said cryptically. "Or this is all in your head."

"... Now you just confused me." Victor deadpanned before a flash of light caused him to cover his eyes and when it died down, he lowered them only for his eyes to widened. "No way."

In front of him was an elderly woman in a red dress that had a white spider symbol on the front and a red sash covering her eyes and she was sitting on a chair that had a web outline behind it showing different versions of the superhero known as Spider-Man.

That meant one thing.

"Madame Web?!" Victor asked in shock, his voice going a little high-pitched from it.

"Hello Mr. Shepard." Madame Web greeted curtly before she saw him pinching his nose.

"So this is how I'm dealing with death?" Victor muttered turning away from her. "By seeing a comic book character in limbo."

Madame Web gave a small smirk. "Ah how people deal with the unexplained." She said shaking her head. "I assure you Mr. Shepard, I am very real."

"You can't be." Victor snapped.

This wasn't what he pictured today going.

"Many things can't be real, yet they are." Madame Web said to the distraught teen. "There is a reason I'm speaking with you."

"Very well, oh phantom of my imagination." Victor sat down. "What do you need?"

Web frowned wanting to knock the idea of her being a figment of his imagination out of his head. "As you know already know Mr. Shepard, I use my telekenetic powers to speak with the Spiders of the Multiverse-."

"Then why me?" Victor asked just going along with it. "I'm not a spider."

"Not yet you aren't." Web said making Victor blink.

"Come again?"

"There is something happening in the Multiverse, as you know the events of Spiderverse-."

"That new comic event that came out?" Victor asked with a raised eyebrow. "Where they're introducing every spider in the comics?"

"The very same." Web said with a nod. "Something in Earth 1610 is happening that might trigger it early-."

"The Ultimate Universe?!" Victor asked and Madame Web gave him a look.

"Will you please stop interrupting?" She asked as Victor quieted down before she continued. "Yes, the Ultimate Universe. Something will happen that may trigger the Spiderverse event earlier then intended and that will bring grave consequences for every world out there."

"And what does that have to do with me?" Victor asked curiously as Web gave a smile.

"The events of Spiderverse cannot be prevented fully, but it can be delayed until the spiders are ready." Web told him. "And you will be the key to making sure that happens."

"... Man this is a weird limbo dream." Victor muttered.

"This is not a dream, Mr. Shepard." Web said having enough of that. "This is very real."

"Right, you expect me to believe that there is a multiverse out there?" Victor asked with a raised brow. "And I'm a key to preventing something from happening too early? Give me a break, I'm just a kid."

"Everyone starts out as a kid and they become something more in time." Web said to him. "But I'm not sending you there without some help."

"So this is him?" Victor turned only to gape as he saw a figure dressed in a armored spider suit that was red and black. "You sure about this web?"

"I am Kaine." Madame Web said as Victor shook his head.

"First Web and now the Scarlet Spider?" Victor was messing with his hair not noticing Kaine coming at him. "This is weird-."

He was cut off as Kaine punched him across the face and sent him across the ground.

"**OW!**" Victor pushed himself up holding his face as some blood dribbled out of his mouth. "That hurt-." He stopped as he realized what he just said.

"I held back on that punch." Kaine said crossing his arms. "That was just to let you know this is no fucking daydream."

Victor just stared, his mind unable to come up with a reasonable explanation for this.

"I'm not impressed." Kaine said looking back at Web. "You expect me to train him to be a Scarlet Spider?"

"**WHAT?!**" Victor asked in shock as he was ignored.

"He knows events that will come to pass in the world he'll be in." Web replied to Kaine. "And your timeline is frozen to train him."

"Good, I am not leaving that fight against the Inheritors." Kaine muttered before looking at Victor. "And if you survive long enough, I may see you there."

"Whoa, whoa, whoa!" Victor stood up despite the pain in his jaw and backed up. "I am not being no damned Superhero! If you're really Madame Web then you can send me back, right?"

"I'm afraid I cannot do that." Web replied as Victor glared.

"Why the hell not?!"

"Because if you don't go, the danger that will bring the Inheritors early will destroy your world." Web said and Victor paused on hearing that.

If he didn't go, his world was gone.

Emily would die.

Clenching his fist, Victor glared. "Leave Emily out of this." He said to her.

"I cannot because it is not me who threatens your world." Web said to him.

"So I have the choice but if I don't choose, my sister dies?" Victor spat out in anger. "What kind of fucking choice is that?!"

"Sometimes our choices are made for us." Kaine said drawing Victor's attention.

Victor wanted to scream.

This was unfair.

All he wanted was to be back home reading his comics.

Playing with his sister.

Being undecided in what he had to do.

But he couldn't turn back time-.

Victor's eyes widened. "If I do this." He said looking at Web. "I go back home. I go back to my family."

Web was silent.

"That's the deal." Victor said hoping this would work. "I will do this and when all is said and done I'll be back home, deal?"

Finally after what seemed like an eternity, Web gave a smile. "That is acceptable."

Victor let out a sigh of relief on hearing that.

If he plays his cards right, he'll be home after all of this.

"Now turn around." Web told him and Victor did so.

Only to fall on his butt as he saw the biggest spider in front of him.

It was bigger then his house.

"**HOLY SHIT!**" Victor screamed as he did a backwards crab walk in an attempt to get away from the spider. "**THE HELL IS THAT?!**"

"Remember, we are speaking in your mind." Kaine said to him. "You are getting my powers, including the Other. You just have to accept this as a part of you."

"... **FUCK THAT!**" Victor screamed out his eyes wide as he pointed at the spider. "Look at the size of that thing!"

"You are really starting to annoy me." Kaine said looking at him.

Victor turned to say something to Web about having different powers, but she was gone... Leaving him with the spider.

"Look, you have to accept it." Kaine replied to him as he casually walked up to the spider as if it wasn't bigger then him. "It's no big deal."

"Oh it's a very '_big_' deal." Victor replied stressing on the word big.

"You have the puns of a spider, that's for sure." Kaine muttered as Victor trembled in fear.

"I have arachnophobia alright!" Victor finally admitted. "Something having that many legs is not natural!"

"... She couldn't have chosen someone not afraid of spiders?" Kaine felt a headache before he grabbed the kid and put him to where he was in the spiders face. "Now accept it."

Victor went pale and fainted causing Kaine to do a face palm.

"Son of a-. This will take awhile."

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When Victor woke up he groaned. "Man what a crazy dream-." He stopped at seeing the spider before paling. "**GYAH!**" He rapidly backed up.

"Fine, we'll come back to accepting the Other later." Kaine said annoyed. "You might not have all of my powers, but you do have spider abilities now."

"... I do?" Victor asked before feeling a buzzing in his head as Kaine threw a punch and he was sent back. "Will you stop doing that?!"

"I'm going to be teaching you." Kaine said as his stingers came out and Victor paled. "We'll be doing this until you can fight good."

"... I'm going to die." Victor muttered, but Kaine heard him.

"You already died."

"Don't remind me."

**To Be Continued...**

** So what do you think of this? And the timeline in which VIctor appears in will be a month after the Death of Spider-Man, just before Miles Morales.**

** But due to the vicious beatdown-er I mean training that Kaine is giving Victor, he will be ready for a lot in the Ultimate Universe.**

** Because lets face it, without it he will die in the first ten seconds of the Ultimate Universe.**

** He'll accept the Other eventually but for now he only has spider-like powers.**

** Oh and I'll go into more detail about his family as time goes on in flashbacks to give you more of an idea on his character.**

** Give a like if you want me to continue.**

** Spidey Signing Out!**


	2. Chapter 2: First Impression

_**Chapter 02: First Impression**_

Victor was on his back with his whole body aching.

He's been stuck in this limbo place for what seemed like months as Kaine held nothing back with training him.

Considering this was in his mind according to Web, he can't die as long as he was here and Kaine took full advantage of that by beating him up until he learned to dodge, showed him how to throw punches as well as how to web swing and by that he means aerial combat.

He was getting better, but he was nowhere near Kaine's level.

"Get back up." Kaine kicked his side.

"Ow." Victor muttered holding his side. "Come on, we just did aerial maneuvers, can't I take a break?"

"I honestly can't believe that Web chose you of all people to be a spider." Kaine muttered pinching his nose as his mask was off. "All you do is complain."

"Well excuse me for not wanting to be a superhero." Victor said quietly. "All we've been doing was training."

"Because you obviously need it." Kaine said with a look. "Peter was lucky half the time when he started out and I have his muscle memory from when I was created so trust me when I say that if you don't have any training of muscle memory when you get to this Universe, you will die easily."

"Web showed you what that Universe was?" Victor asked curiously as Kaine gave a nod.

"It's a fucked up one." Kaine muttered remembering what he saw happened to the X-Men, how the Ultimates were as well as Ultimatum and finally the death of Peter Parker. "But that's why it needs heroes and if we're sending you, you'll need every advantage you can get."

Victor was quiet as he looked at the ground. "I wonder how my sister is doing."

Kaine raised an eyebrow. "How old is your sister?" He asked figuring that maybe talking to him would help motivate the kid.

"Nine." Victor said with a sad look. "We were just in the park before all of this."

Kaine frowned a bit, hearing from Web on what happened to him. "Do you regret it?"

"Huh?" Victor asked looking at Kaine. "Dying?"

"No, saving your sister?"

Victor was quiet.

True he hated that he died back home.

But if he didn't do anything, something could've happened to Emily and he would blame himself for not acting.

His silence was enough to answer Kaine as he gave a nod. "I know it doesn't seem fair but things happen for a reason." He said to his student. "How we deal with them defines us."

Victor looked at Kaine surprised to hear that from him. "But why me?" He asked him. "People die everyday, so what made me so important that I was brought here."

"That's something you'll have to answer for yourself." Kaine said before standing back up. "Now come on, we should get back to training."

Victor had a grimace but he stood up.

He was doing this to see his family.

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"Oof." Victor groaned in pain as he was slammed through a wall.

They managed to have a training course set up in this limbo place and Kaine took advantage of it by having VIctor learn to be aware of his surroundings.

"You're still leaning to your left a bit more." Kaine said crossing his arms.

"I swear you're enjoying this." Victor muttered as Kaine smirked.

"You're right, it's actually fun being a teacher, I'm surprised Peter hasn't tried this."

"Because he's not a sadistic bastard." Victor muttered.

"What was that?" Kaine asked with a raised brow.

He heard Victor clearly but he was smirking as Victor went pale. "I said nothing of importance."

"I'm sure you didn't." Kaine said before tagging him with a web line and slamming him into the other wall as he jumped on it. "Now get up, we're going to be fighting on the wall."

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Victor frowned as he saw a bunch of targets set up and Kaine had a stop watch. "Where did you get that?"

"We have buildings appear here and you ask where I got a stopwatch?" Kaine asked making Victor chuckle in embarrassment. "You are to web those targets in ten seconds."

"Ten seconds, but-."

"Now!" Kaine interrupted by starting it and Victor quickly turned and shot the webs only to miss four of them and only hitting one. "That was fucking terrible."

"Hey I only shot the webs at the buildings we have appear here." Victor said to him. "I also had terrible hand-eye coordination before all of this."

"You are to practice that." Kaine said to him.

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It felt like weeks passed again as Victor was now relaxing as he nervously eyed the Giant Spider.

He has gotten a lot better with his powers and his speed with hitting targets improved with a lot of practice.

Kaine basically taught him how to use his powers, how to trust his spider-sense and how to move despite feeling fear.

But he was no closer to accepting the spider part.

It wasn't the powers.

It was the giant spider that looks like it will eat him in one move.

"You're going to have to accept it eventually." Kaine said seeing where Victor was looking.

"It still creeps me out." Victor muttered.

"It's a part of you." Kaine said to him. "You're just denying it."

Victor looked away before getting up. "Is there anything else we can work on?"

"Not until you accept it." Kaine said with a frown. "And apparently I can't force you to."

"There's no time left." Web's voice surprised them as they turned to see her. "He's to go now."

"Now-Web he isn't ready." Kaine said to her. "He hasn't accepted the Other."

"I can no longer keep him here." Web said to Kaine. "I've already stretched my boundaries with what I can do for him. It's out of my hands right now."

Kaine glared but he didn't argue as Victor blinked.

"Wait, what?" Victor asked backing up a bit before he blacked out.

"Good luck." Kaine's voice said as Victor fell unconscious.

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Victor shook his head as he found himself inside of a dumpster feeling pain. "Ow, dammit where am I?"

Slowly pushing himself out of the dumpster, he saw that he was wearing the same clothes he had on when he died along with a blue tattered hoodie before he walked out of the alley to see that he was in New York.

"New Spider-Man." A man with a paper was yelling and Victor saw the picture was of someone in the red and blue being thrown through a glass window.

'_Is that Miles when he fought Kangaroo?_' Victor thought curiously and he heard people whispering.

"You think it's Peter Parker?"

"Are you kidding? He died and last I checked people don't come back from the dead."

"They also say people can't fly or shoot beams from their eyes, and we have that shit happening."

"It isn't Parker, this guy was too clumsy."

"Some copycat disrespecting him."

'So Peter is already dead.' Victor thought before blinking.

He was taking the whole being thrown into another Universe pretty calmly.

Then again he had time to think on it when Kaine wasn't thrashing him.

Leaning against the wall, Victor stopped as he felt something press against his back.

Looking behind him, he blinked when he saw that he had a backpack.

Unzipping it, his eyes widened at seeing a disc as well as the Scarlet Spider suit.

The exact same one that Kaine wore.

Swallowing nervously, Victor quickly zipped it up before he continued on his way.

'_Alright, what do I do now that I'm here?_' Victor was thinking to himself. '_Something in this Universe is going to cause Spiderverse to happen early and I have to stop it... But what will cause it?_'

Hearing his stomach growling, Victor grabbed it. "First things first, I need some money to get something to eat." He muttered before he felt his sixth sense going off. "Huh?!"

An Armored Car was driving by when something slammed into it. "How do you like that pigs?!" It was a man wearing a purple coat with shades and gauntlets on. "Now hand everything over."

'_Is that the Shocker?_' Victor thought in surprise. '_Considering how under-appreciated he was in Ultimate Marvel I'm surprised he survived Ultimatum. Let alone this long._'

A Police Officer went to shoot him only for Shocker to blast him into the wall. "Don't try it you pig, I can take what I want with Spider-Man gone."

Victor decided to see how his training with Kaine was as he unzipped his backpack and ran down the alley.

"Take this!" Shocker blasted a car towards the Police that were heading for them causing two of the Patrol Cars to crash. "You pigs are useless!"

"We need backup!" A police officer was shouting in his radio as Victor landed on the rooftop dressed as the Scarlet Spider.

'_... I am so going to die._' He thought as he jumped before landing on the lamp post near Shocker. "I'm going to have to ask you to give up." He said gaining his attention.

"Oh no." Shocker raised his gauntlets. "You're supposed to be dead!"

"Sorry wrong guy." Scarlet Spider jumped off the lamp post as the vibration blast slammed into it.

"Then you're that copycat that was in the paper." Shocker said blasting at him again as Scarlet Spider ducked it.

"Nope, I'm not him either." Scarlet Spider said before a blast finally hit him and sent him back a few feet. "Ugh."

'_Alright that was painful._' Scarlet thought to himself before jumping back to his feet.

"How many spiders are there then?!" Shocker shouted as he shot another vibro blast.

Doing a cartwheel to dodge it, Scarlet shot a web line. "Don't know." He said pretending not to know.

He didn't really have a quip ready as he kept moving dodging vibro blast after vibro blast. 'How did Spider-Man have those quips ready?'

"So you think you can replace Parker?!" Shocker asked sick of not hitting him.

"Oh no, I'm not replacing him." Scarlet said managing to hit his vibro gauntlets with the webbing. "I'm not Spider-Man."

"Wha-?" Shocker was cut off by a blow to the jaw.

"I'm the Scarlet Spider." Scarlet announced knocking him out as people stared at him in shock.

Hearing more sirens, Scarlet shot a web line and took off, hoping that he could get out of there to change back.

It was only after he was on a rooftop that a thought occurred to him. '_I wonder how long before SHIELD is after my ass for this stunt?_' He mused to himself.

**To Be Continued...**

** Sorry for the wait on this chapter and I hope you all enjoyed how I brought Victor to the Ultimate Marvel Universe... If there's some complaint about him not accepting the other half, he will over the course of the story.**

** I also hope that it didn't seem too rushed with how he stopped his first crime after spending quite a bit of time training with Kaine and Victor won't be doing quips like the other Spider's, he will also kill some of the bad guys over time as he becomes the Scarlet Spider.**

** Alright now it's time for the Reviews.**

** Coldblue: Right, I may have to rewrite the first chapter, but it's staying the same for now. I will try to develop more on Victor's character in the next chapter. As for your questions. 1) I will be going back to them eventually. 2) No ID, he'll have to try and live off the grid with having no form of identification. 3) Eventually yes he will, it'll happen after he accepts the Other.**

** Shadowstorm: I figured how Victor acted was realistic because people would be panicked like he was if they died and that happened to them. Plus he's a teenager so he hasn't really thought about him staying dead if they didn't ask him for help.**

** Mario986: Yes I do plan for Victor's home universe to actually be where Spider-Man Prime happens so when he's done in the Ultimate Universe he'll come back in the middle of Spider-Man Prime.**

** Spiderman1fan: I won't give up on them, I can promise that.**

** Alright that's enough out of me and I hope you enjoyed this chapter.**

** Spidey Signing Out!**


	3. Chapter 3: Rise of the New Kingpin Part1

_**Chapter 03: Rise of the New Kingpin Part 1**_

"So this was your office, father." A slim man in his thirties muttered as he stood in a huge office overlooking New York City.

The man was a brunette wearing a green business suit as he looked around the office.

The only thing in there right now was a round desk, an expensive carpet and there was a wine rack against the wall.

There was a fire place on the other side with an arm chair in front of it and a portrait above it.

The Portrait was of Wilson Fisk.

The young man poured himself a glass of wine as he held it to the portrait. "I will make you proud of me, father." He said to the portrait. "I Richard Fisk will become the new Kingpin in your honor and no one will stop me."

As he took a sip of his wine, Richard looked over some of his father's files seeing that it was encoded.

But first he will need some allies.

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"Thanks, please come again." Victor said as he was working in a Gas Station at a Cash Register.

It's been a week since he came into the Ultimate Marvel World and had his tussle with the Shocker.

That was the only appearance of the Scarlet Spider because he needed some money in order to get food.

So he managed to find some part time help.

As for where he's sleeping?

Well it was a different location each time.

Most of the nights it was in the tree and the last two nights were rainy so he slept under the Brooklyn Bridge with a web hammock.

'_This is only for a bit._' Victor told himself as he kept doing his job. '_Once you're done you can go home and see your family._'

He used some of his money to buy some papers from the Daily Bugle and he saw that it showed the new Spider-Man in his black threads already so he knew that Jessica already met Miles with an article asking where the Scarlet Spider has been since his first and only appearance.

No doubt Jessica was looking into his alter-ego due to the fact that there are quite a few spiders popping up now.

Thinking of his suit made Victor think of the disc that came with it.

He has yet to see what was on it, he needed a computer and he didn't have one.

Hell he doesn't have any files in this world so if his real name gets famous, he would be on SHIELD's radar for not having a Birth Certificate or anything.

'_Then again is it so bad that SHIELD finds me?_' Victor thought as he was clocking out to leave work. '_It's not like they haven't heard of Alternate Universes before at this point with the Zombie World that the Fantastic Four faced._'

But still, he didn't want to screw with the timeline anymore then necessary so he planned to stay away from Miles.

'_I wonder what Kaine would do in my shoes._' Victor thought sadly as he walked on, unaware of where he was going.

Over the time he spent training with Kaine he really looked up to him, like a second father.

Feeling his sixth sense going off, Victor looked around wondering what was going on and that was when he noticed where he was.

It was Hell's Kitchen.

Where Daredevil used to look after.

And since Ultimatum it didn't have a protector.

But what was causing his Spider-Sense to go off?

Looking around, Victor saw that he was being followed.

It was a teenager that was dressed like a part of a gang.

'_Of course, without Daredevil there's no one to stop the violence in Hell's Kitchen._' Victor thought in distaste. '_They never showed Hell's Kitchen in the Ultimate Comics after Ultimatum so I assume it went to hell without it's protector._'

Continuing his walk, Victor took off running and that caused the teen to run after him with a few more members coming out.

Victor cursed.

There was nowhere where he could change without being spotted and he saw that no one was paying attention to him running.

'_I need to lose them before I change._' Victor thought disgusted by how rundown Hell's Kitchen was looking the more of the place he's seen.

It needed someone to fight back.

'_Focus on losing them first._' Victor told himself as he vaulted over a small decrepit fence into someone's yard.

"Scuse me." Victor got out as he ran past a small family and vaulted over the fence again.

To his annoyance he saw that there were more of them.

'_Where the hell are they coming from?!_' Victor thought in annoyance as he ran to go through them ducking a punch and he used his hand to grab an incoming foot pushed up with enough strength to send the guy falling back into his friends.

"Get this punk!" One of them shouted as Victor was starting to get very annoyed by the constant running he was doing.

'_I'm the punk?_' Victor thought with a snort before he ran down an alley and found himself in a deadend. '_... Alright either I use my powers and make them think I'm a Mutant, or I just beat them down._'

He was getting tired of running as they cut off his normal way of getting out so he would have no choice but to use his powers if he wants to go.

"Nowhere to run now shrimp!" One of them stated as Victor turned ready to fight before they heard a chuckle.

"Wow, twelve against one? How about we even those odds." A figure landed between them and Victor stared.

It was a teenage girl in a black bodysuit that had a white spider emblem on it and her brown hair was coming out of the top of the mask.

It was Spider-Woman.

"This is our territory bitch!" One of them shouted and Spider-Woman shook her head.

"I swear street thugs are getting stupider with each generation." Spider-Woman said pissing them off before she shot webbing. "Now how about a time out?"

Victor was shocked to see the event in front of him.

Sure he trained with Kaine and saw impossible stuff as well as fight the Shocker.

But he never actually witnessed something like this before on the sidelines.

The street thugs didn't stand a chance as Spider-Woman had them webbed to the walls or ground before turning to him.

"You alright?" Spider-Woman asked and Victor blinked before remembering that he had to be careful with what he said.

He wasn't supposed to know who she was.

"Thank you, I thought I was in trouble a few seconds ago." Victor said with a smile.

Thankfully he didn't have to blow the identity he wanted to keep a secret.

"It's what heroes do kid." Spider-Woman said and Victor felt his eye twitch at being called a kid by someone who is theoretically younger then him. "Be careful going home."

With that she took off web swinging and Victor sighed at the close call he had.

He was about ready to run up the wall and that would've told Spider-Woman who he was.

'_What was she doing in Hell's Kitchen though?_'

0-0-0-0-0-0-0-0-0-0-0-0

It was pouring as Victor was using his hoodie to keep the water off his head and ran under the bridge where his web hammock still was.

He began climbing it until he got in it and sighed.

It was still weird on how he slept the last few days and he was amazed no one found him yet with the fact it was a web hammock underneath a bridge.

But hey, he wasn't complaining.

'_I don't have to work tomorrow so I think I'll swing around and get more into the role of being Scarlet Spider._' Victor decided as he pulled a water bottle he bought out of his backpack. '_Hell's Kitchen has quite the crime problem and I think that Miles sticks around Times Square and Manhattan._'

There was the chance he'll run into Spider-Woman while he was in costume.

Was that why she was in Hell's Kitchen?

Shaking his head, Victor closed his eyes and went to sleep.

0-0-0-0-0-0-0-0-0-0-0-0

"It's been awhile since we got together." A man in a cowboy hat stated as he had a whip on his side and a drink in his hand. "How have you been Dan?"

Fancy Dan, a young man in a black suit with two pistols strapped to his sides gave a chuckle. "Just barely staying out of prison Montana, is Ox coming?"

"I'm already here." Ox was a big dark skinned man wearing a white muscle shirt and jeans. "Haven't seen you two since that incident with those freaks."

Montana gave a nod remembering the all-out brawl between them, Black Cat, Elektra, Moon Knight, Iron Fist, Spider-Man, Shang-Chi and Hammerhead.

The funny part was that the warehouse it happened at was where they were meeting right now.

"There's been no need for us to get together after the Kingpin died." Dan said with a sigh. "Man I still can't believe it."

"What I can't believe is that Spider-Man was a punk ass kid." Ox said remembering the News. "And two more popped up."

"So what did you want to talk about Montana?" Dan asked looking at the cowboy who coughed as he choked on his drink.

"Me? It was Ox who called this meeting." Montana said in shock only for Ox to frown.

"I was told it was Dan who called it."

"Is that right?" Fancy Dan grabbed his pistols. "So none of us set this up?"

"It seems so." Montana put his drink down and grabbed his whip just in case something attacked them.

"_Relax._" An intercom went off. "_I'm the one who called this meeting._"

"Who the hell are you?" Ox asked looking around for the intercom.

"_I'm someone of interest in this city._" The voice said. "_For now you can call me The Blood Rose._"

Fancy Dan snorted. "You're joking right?"

"_No I'm not Dan._" Blood Rose said sounding smug. "_You're speaking to someone who will become the new Kingpin of Crime._"

Now Montana was shaking his head. "That's a fools dream right there." He said to their new acquaintance. "The people who go for that end up dying these days."

"_That's because they haven't been trained for it._" Blood Rose said with a smirk. "_I'm willing to reinstate you three as the Enforcers if you work for me._"

"What's in it for us?" Ox asked with a frown.

"_You'll each get two thousand dollars upon joining. Alone with an extra thousand for each completed job._" Blood Rose said surprising the Enforcers. "_That's more then what Wilson Fisk paid you._"

Montana looked at his two friends and he saw their faces before he looked back at the Intercom. "Tell us what to do."

0-0-0-0-0-0-0-0-0-0-0-0

"Wahoo!" Scarlet Spider called out as he swung through Hell's Kitchen.

It was ten in the morning and he already caught a few every day thugs.

There was Gang Violence between two rival gangs, a random purse snatching, an attempted drive-by and a mugging attempt.

As he was doing a flip, Scarlet paused as he felt his spider-sense go off before something slammed into his back and knocked him into the roof.

"Ah jeez." Scarlet muttered before turning.

It was Spider-Woman.

"You are a very hard person to find." Spider-Woman said and Scarlet winced knowing what was about to happen. "Now I want to ask you a few questions."

"If that was the case you wouldn't have kicked me to the roof." Scarlet complained with a shake of his head.

Spider-Woman wasn't in the mood to be playing around. "Who are you?"

"A guy trying to help the little people?" Scarlet asked before his sixth sense went off and he ducked a web shot. "Now that's not nice."

"Sorry, how about this?" Spider-Woman came in for a kick and Scarlet jumped in the air shooting his own web line, snagging her arm. "Wait, this is organic webbing."

"Nah really?" Scarlet asked tugging and she was pulled into the wall.

But Spider-Woman used the wall as a spring board and came at Scarlet with a punch that he grabbed.

'_Man if I didn't train with Kaine she would be mopping the floor with me._' Scarlet thought before blocking the second punch.

"You're good." Spider-Woman admitted and Scarlet raised a brow before his Spider-Sense went off as he heard footsteps behind him.

Letting go of Spider-Woman's fists, Scarlet jumped, doing a back flip as the new Spider-Man missed tackling him by a few inches and Spider-Woman barely moved to avoid being tackled.

"Wow three spiders in one place." Scarlet joked landing on his feet. '_Right, Miles doesn't have any webs right now._'

"He sensed your attack coming, that shows he has a Spider-Sense." Spider-Woman said and Spider-Man gave a nod.

"We can still take him."

Scarlet looked between them before slipping into a stance that both of them looked confused about.

_**~Flashback~**_

"No way." Victor said as Kaine was showing him some Kata's. "Are you actually teaching me this?"

"It's something you need to learn." Kaine told him. "Madame Web showed it to me so I can teach you."

"The Way of the Spider." Victor looked amazed.

_**~Present Time~**_

Miles jumped at him and Victor was thinking this would probably be how he was if he didn't receive training as he weaved out of the way and lightly kicked him back, making sure not to knock him off the roof.

"Quick question Spidey, do you have webs?" Scarlet asked pretending not to know. "Because if you don't I want to make sure I don't knock you off the rooftop."

Feeling his sixth sense going off, Scarlet ducked a kick before putting an arm up to block a punch from Spider-Woman.

"Do you have any relation to Peter?" Spider-Woman asked wondering if this Scarlet Spider was another clone.

"Nope, none whatsoever." Scarlet said before he felt something poke him."Huh?"

Turning he saw Miles backing away and as his Spider-Sense began going off, Scarlet remembered one important detail.

'_Shi-!_' Pain coursed through him as the Venom Blast took effect with red sparks coming around his suit before he fell to one knee. '_Why didn't my Spider-Sense go off before he poked me?!_'

"D-Damn, that's a pretty handy trick you got Spidey." Scarlet muttered in pain.

It wasn't as painful as Kaine's sessions though.

"You can't do that?" Spider-Man asked a little surprised he's the only one who can.

"I wish." Scarlet looked between the two who were ready to take him down. "Well I think this is where we part ways."

"What do you-?" Spider-Woman asked only for Scarlet to jump as he activated a feature in his suit as it bended the light around him making him invisible.

"Great now I don't feel special about my invisibility." Spider-Man muttered.

0-0-0-0-0-0-0-0-0-0-0-0

Pulling his mask off as he pulled his clothes on, Victor winced as he still felt the after effects of the Venom Blast.

'_Wasn't expecting to fight both of them at once._' Victor thought shaking his head as he left the alley. '_Will they try to get me again if I turn up-?_'

Victor stopped as he accidently walked into someone.

"Sorry." Victor apologized before he got a good look.

It was a blonde teenager wearing a black shirt, black gloves and gray jeans along with a military dog tag around his neck.

"What?" Jimmy Hudson the son of Wolverine asked in annoyance at being stared at.

"Nothing." Victor chuckled sheepishly as he held out a hand. "You just looked familiar that's all, I'm Victor Shepard."

Jimmy raised a brow. "People call me Jimmy." He said accepting the handshake looking closely at him.

He saw no surprise so he knew that Victor recognized him.

Thinking he was one of the Purifiers, Jimmy quickly memorized his scent to track him down later.

Seeing how neither of them were saying anything and it was getting a little awkward for him, Victor chuckled. "Well it was nice meeting you." He said walking away.

"Yeah." Jimmy said doubtfully as he warily watched Victor leave.

**To Be Continued...**

** Man a lot happened this chapter.**

** First we see hints of a New Kingpin along with the Enforcers coming back together, then we see the fight between the three spiders and finally we have the new Wolverine come in who is suspicious of Victor from their first meeting.**

** Oh and did anyone catch the reference I made to this story in the latest Spider-Man Prime chapter?**

** Anyways I hope you enjoyed this chapter and now it is Review Time!**

** Smarcelmail: Eventually yes.**

** Spiderman1fan: Yes 616 Spidey will make an appearance and the next chapter will show how some people react.**

** Coldblue: Yeah, it takes awhile to get the build-up going and yes that is the main reason I had Kaine teach Victor because he was the best one for the job as well as it would help Victor survive. I'll try to keep him out of SHIELD's control but I can't have him avoid SHIELD 24/7 because no one is that good.**

** Now for your questions. 1) Yes. 2) Now Toxin would be a great friend for him to have, so I may have him appear. 3) Once they become friends yes. 4) Of course. 5) I have a few choices ready, just not sure who to go with yet.**

** Exile037: Well not exactly, but they nearly had Victor.**

** Nightmaster000: More likely how much the Universe changed with his appearance due to the butterfly effect.**

** Mario986: Both and they will find out eventually just not for awhile.**

** Alright that's enough out of me for this chapter, Spidey Signing Out!**


End file.
